1. The price of the Product will be the price indicated on the order page on our Platform when you place your order. Prices are subject to change without notice, and the price charged for a Product will be the price in effect at the time the order is placed.
2. We take all reasonable care to ensure that the price of the Product advised to you is correct but it is always possible that, despite our best efforts, some of the Products we sell may be incorrectly priced. If the Product’s correct price at your order date is higher than the price stated to you, we will contact you for your instruction before accepting the order request.
3. All such taxes and charges will be added to your order total. We will pass on changes in taxes under applicable law. If the rate of applicable tax changes between your order date and the date we supply the Product, we will adjust the applicable taxes that you pay, unless you have already paid for the Product in full before the change in the applicable tax takes effect.
4. You must make payment for Products prior to us providing them to you, including all applicable taxes, if any. You represent and warrant that:

4.1 you have the legal right to use any credit card(s) or other payment methods in connection with the purchase of any Products; and 

4.2 that the information you supply to us is true, correct and complete. You hereby agree that we are not responsible for any loss or damage arising from submission of false or inaccurate information.

1. Delivery. 

We will use commercially reasonable efforts to meet any delivery dates specified in any Confirmation, provided that any such delivery dates are estimates only and are subject to change. We will not be liable for its failure to meet estimated delivery dates. The costs of delivery will be displayed to you on our Platforms prior to you placing an order request for a Product through www.onewillow.com. If we miss the estimated delivery timeframe agreed for any Products, then you may treat the contract as at an end straight away if any of the following apply:

1. we have refused to deliver the Products to you;
2. delivery within the estimated delivery timeframe was essential (taking into account all the relevant circumstances), and we agreed to deliver the Product to you within that estimated delivery timeframe; or
3. you told us before we accepted your order that delivery within the estimated delivery timeframe as essential and we agreed to deliver the Product to you within that estimated delivery timeframe
4. If you do choose to cancel the order for late delivery under paragraphs 1-3 above you can do so in relation to Products that have or have not been delivered to you.
5. Shipment. 

We will arrange for shipment of Products to you at the address set forth in any Confirmation. Please check the individual order pages for specific delivery options. We currently can only ship Products to locations within the United States, including US territories and APO/FPO addresses. We cannot ship to PO boxes. We are unable to reship packages that are returned to us by the carrier.

1. Title and Risk of Loss. 

Title and risk of loss to Products will pass to you immediately upon delivery of Products to the common carrier at our distribution center.

1. Order Acceptance.

Orders are an offer to buy and must be accepted by us. We may accept or reject orders in our sole discretion. Shipment of Products is the sole evidence of our accepting orders. We may cancel any order, regardless of whether the order has been confirmed in any Confirmation, in our sole discretion and without liability. If your payment method has already been charged for an order that we later cancel, then we will issue you a refund. We also may request to verify information from you that we deem to be relevant before we ship any Products. We may have to delay supplying a Product to you if:

1. you fail to make payment to us for the Product;
2. we suspect any order or transaction to be fraudulent or suspicious;
3. we choose to deal with technical problems or make minor technical changes to the Products; and
4. we choose to update the Product to reflect changes in relevant laws and regulatory requirements.

We will contact you in advance to tell you we will be delaying supply of the Product, unless the problem is urgent or an emergency. If we have to delay supplying you with the Product for longer than 30 days, you may contact us to cancel the order for a Product, and we will refund any sums you have paid in advance for the Product.

1. Your rights to cancel an order or terminate these Terms of Sale. 

To end the contract with us, please let us know by contacting our Customer Care Team. Please provide your name, home address, details of the order and, where available, your phone number and email address. We will not be able to process a cancellation of your order or request for a return for any reasons other than those listed below, e.g. user incompatibility. This does not affect your legal rights.

1. If the Product is faulty or not as described. These Terms of Sale do not impact your legal rights in relation to faulty or not as described goods. Further, all of our products are backed by a limited manufacturer’s warranty against any defects in materials and/or workmanship, when used in accordance with the product instructions. For information relating to any warranty claim, please refer to https://help.onewillow.com/s/article/What-is-Willow-s-warranty and the legal and warranty information on elvie.com/support. In such cases, we will pay the cost of postage. Please contact our Customer Care Team to initiate a return.

OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPLACEMENT OR REFUND

1. If we have done something, or have told you we are going to do something, in breach of contract. You may be entitled to end the contract immediately, and we may have to refund you in full for any Products which have not been provided if we have done or are going to do any of the following:
2. we have told you about an upcoming significant change to the Product or these terms which you do not agree to;
3. we have told you about an error in the price of the Product you have ordered and you do not wish to proceed;
4. there is a risk that supply of the Product may be significantly delayed because of events outside our control;
5. we have suspended or delayed supply of the Product for technical reasons, or notify you we are going to suspend supply for technical reasons, in each case for a period of more than thirty (30) days; or
6. you have a legal right to end the contract because we breached the contract relating to the supply of Products to you.
7. If you are exercising your right to change your mind under relevant consumer protection and distance selling laws. For the majority of products purchased online you have a legal right to change your mind within a thirty (30) day cooling-off period from the date of you receiving the Product, and this entitles you to receive a refund. However, the following conditions and exclusions apply:
8. the Product(s) was designated as non-returnable;
9. your return is requested after the thirty (30) day cooling off period;
10. the Product must be returned “like new” in the same condition as originally received by you, meaning all parts are included, all tags are attached, any internal plastic wrapping is not opened or visibly damaged, no other damage has been done to the product, visible or otherwise;
11. the goods are not obsolete or discontinued;
12. our single-user products that are sealed for hygiene reasons may only be returned for a refund provided it is new, unopened, unused, and in its original packaging with the manufacturer’s factory seal still intact.
13. Our rights to cancel an order or terminate these Terms of Sale.

We may also cancel an order or terminate these Terms of Sale for a Product at any time by writing to you, if:

1. you do not make any payment to us when it is due;
2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Products, for example, your delivery address; or
3. you do not, within a reasonable time, allow our delivery partner to deliver the Products to you.

1. Your Right to Returns.

a. Breast pumps: Elvie and Willow breast pump devices ("Pumps"); all replaceable pump parts including but not limited to breastshields, flanges, FlexTubes™, containers, milk bags, diaphragms, duckbills, chargers and sizing inserts, etc ("Pump Accessories") may be returned as follows. If you are not fully satisfied with any Pumps, or Pump Accessories then you can return the same for a replacement, or a refund of the purchase price and sales tax paid, within sixty (60) days from the date the Confirmation is sent to you for the purchase, provided that the applicable Pump or Pump Accessories: (i) was purchased from https://www.onewillow.com ; (ii) is returned in its original packaging; (iii) is unused and unopened (no seals broken); and (iv) is returned in its original condition. To return a Pump, or Pump Accessories, you must visit https://shop.onewillow.com/pages/contact to start the return process and to obtain a RMA number before shipping the same. No returns will be accepted without an RMA number.

b. Elvie Rise ("Rise"); all replaceable pump parts including but not limited to padded sheet and chargers, etc ("Rise Accessories") may be returned as follows. If you are not fully satisfied with your Rise, or Rise Accessories then you can return the same for a replacement, or a refund of the purchase price and sales tax paid, within sixty (60) days from the date the Confirmation is sent to you for the purchase, provided that the applicable Rise or Rise Accessories: (i) was purchased from www.onewillow.com; (ii) is returned in its original packaging; (iii) is unused and unopened (meaning no external internal packaging seals are broken and the internal contents are not disturbedplastic cover over the Baby Hub is in place); and (iv) is returned in its original condition. To return a Rise, or Rise Accessories, you must visit https://shop.onewillow.com/pages/contact to start the return process and to obtain a RMA number before shipping the same. No returns will be accepted without an RMA number.

c. All other items that you buy from us, including Elvie Trainer, bags, bras, cases, etc. ("Other Items") which do not include Pumps, Pump Accessories, Rise and Rise Accessories (each as defined below) can be returned as follows. If you are not fully satisfied with any of the Other Items, then you can return the same for a replacement, or a refund of the purchase price and any sales tax paid, within thirty (30) days from the date the Confirmation is sent to you for the purchase, provided that the applicable Other Item: (i) was purchased from www.onewillow.com; (ii) is returned in its original packaging; (iii) is unused, unworn, and all tags are attached; and (iv) is returned in its original condition. To return any Other Item, you must visit https://shop.onewillow.com/pages/contact to start the return process and to obtain a RMA number before shipping the same. No returns will be accepted without an RMA number.

N.B. Not all products are available in all markets.

2. The Cost of Returns. We will pay the costs of return:

a. if the Products are faulty or not as described; or

b. if you are ending the contract because we have told you of an upcoming change to the Product or these Terms and Conditions, an error in pricing or description, a delay in delivery due to events outside our control or because you otherwise have a legal right to do so.

In all other circumstances you must pay the costs of return. In circumstances where we initially pay the cost of return (e.g. by providing you with a returns label), we may deduct that cost from any amount to be refunded to you. As returns are at your discretion, you bear the risk for damage to the Products while being returned to us. Insurance can be purchased from your local mail or courier service.

We will refund you the price you paid for the Products including standard delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.

3. Deductions from your refund. We may be entitled to make deductions to your refund. If you are exercising your right to change your mind:

a. Unopened/Like-new condition is not met. Items need to be returned in an unopened and like-new condition. Items that are opened, damaged, unsanitary, dented, scratched or missing major contents will have a deduction from the refunded amount. Washable items must not be used or laundered, and its original tags must be attached for us to accept a return. You may not be entitled to a refund of the price (excluding delivery costs) of the Product, if you have handled them in a way which renders them unsaleable, for example, by removing internal packaging from the Product or damaging the Product packaging.

b. Additional delivery fees. The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer.

c. Restocking fees. All non-defective units of Elvie Rise may incur a $120 restocking/handling fee, deducted from your refund.

Why the Restocking Fee?

Returns significantly increase the cost of doing business when handling products as large as Elvie Rise. When customers want to return an item that was already packed and shipped out, we incur additional costs as a business. Many businesses recover these additional costs with a restocking fee rather than building these additional costs into their retail price of goods. The added costs we incur when dealing with returns of Elvie Rise include:

• Receiving and inspecting the returned product for defects or damage to both the product and the original packaging
• Extra time and materials spent to put all returns back into inventory
• The risk of taking back a product without any guarantee of future sales.

We strive to do everything we can before you place an order in order to avoid returns by making sure we get everything right the first time around. To achieve this, our Customer Care Team is available to respond to any questions or concerns you might have.  

4. Application of deductions and payment. If a returned product requires deductions to your refund, such deductions shall be applied automatically and you will not be entitled to request the return of Product to you instead. We will make any refunds due to you as soon as possible, usually within fourteen (14) days from the date on which we receive the Product back from you.

5. Seeking remedies.

If you believe that you are entitled to the Warranty Remedy, then you must contact our Customer Care Team ("Warranty Notice"). This Warranty Notice must include, at a minimum: (i) your first and last name; (ii) proof of the original date the Confirmation was sent to you for the purchase; and (iii) a reasonably detailed explanation of the basis on which you are claiming the Warranty Remedy. We will review the Warranty Notice and notify you if additional information is needed. Warranty Notices must be received within thirty (30) days after the end of the Warranty Period. You are responsible for the shipping and handling charges in sending the Warranted Products back to us. 

6. Exclusions. 

Our Limited Warranty does not apply to: (i) Warranted Products in other than original condition; (ii) any defect or nonconformance caused by modifications or alterations made to the Warranted Products by you or any third party or combination with any unauthorized product or component; (iii) any Warranted Products that have been subjected to operating or environmental conditions in excess of limits established in the applicable specifications, or otherwise has been subjected to accident, mishandling, damage, misuse, neglect or alteration, unusual physical or electrical stress, normal wear and tear, or improper or unauthorized testing or repair; (iv) with respect to the Pump, submersion in water, washing or sanitizing, placement in the refrigerator or freezer, use during takeoff or landing when traveling on an airplane, or use with any charger that is not provided with the pump; or (v) with respect to the flange in the Other Warranted Products, placement in the microwave or microwave sterilizer bags.

Several of our products are registered as medical devices in certain regions or are otherwise regulated as consumer products. As such, we are under an obligation to maintain procedures for identifying and tracing each unit, lot or batch of the above products and, where appropriate, components of the product. We are also under an obligation to establish and maintain procedures to control units of these products that do not conform to specified requirements and may recall non-conforming units at any time where required by law or in our discretion.

You will defend, indemnify and hold harmless us and our affiliates, officers, employees and agents from and against any loss, liability, claim, demand, damage or expense (including reasonable attorneys’ fees) arising out of or relating to your breach of this TOS or your use or misuse of Products. We will provide notice to you of any such claim, suit or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section 7 if we believe that you are unwilling or incapable of defending our interests. In such case, you agree to cooperate with any reasonable requests to assist us in our defense of such matter at your sole expense.

a. IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS TOS EXCEED THE AMOUNT PAID BY YOU TO US FOR PRODUCTS GIVING RISE TO THE DISPUTE. IN NO EVENT WILL WE HAVE ANY LIABILITY FOR ANY LOSS OF DATA, USE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS TOS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

b. ALL ITEMS THAT YOU MAY BUY FROM US, OTHER THAN THE WARRANTED PRODUCTS, ARE PROVIDED ON AN "AS IS" BASIS, AND WE HEREBY DISCLAIM ANY AND ALL IMPLIED WARRANTIES WITH RESPECT TO SUCH ITEMS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

a. Governing Law. 

This TOS shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this TOS evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) ("FAA") governs the interpretation and enforcement of the Arbitration Agreement in Section 6(b) and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the laws of the State of California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Santa Clara County, California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

b. Arbitration. 

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Section 9(b) (the "Arbitration Agreement") applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (a) this TOS, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) the Products; or (c) any other aspect of your relationship or transactions with us, directly or indirectly, as a consumer ("Claim" or collectively, "Claims"). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this TOS.

For any Claim, you agree to first contact us at legal@onewillow.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the "Arbitrator"), under the Expedited Procedures then in effect for AAA (the "Rules"), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in Santa Clara County, California, unless you and we agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) AAA will require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the arbitrator has the discretion to award the prevailing party costs of arbitration, reasonable attorney’s fees, and reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and we agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether this TOS, any provision of this TOS, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

As provided in Section 9(a) above, nothing in this Section shall be deemed as: preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in Santa Clara County, California. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

c. Class Action/Jury Trial Waiver. 

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE PRODUCTS FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER ELVIE USERS. YOU AND WE FURTHER AGREE THAT, BY ENTERING INTO THIS TOS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

d. Assignment. 

This TOS, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

e. Notification Procedures and Changes to this TOS. 

We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to our customers, provided that you may opt out of certain means of notification. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update this TOS from time to time, and so you should review this page periodically. When we change this TOS in a material manner, we will update the ‘last modified’ date and may notify you that material changes have been made to this TOS. Your continued use of the Products after any such change constitutes your acceptance of the new terms of sale. If you do not agree to any of this TOS or any future terms of sale, do not use or access (or continue to access) the Products.

f. Entire Agreement/Severability. 

This TOS, together with any amendments and any additional agreements you may enter into with us in connection with the Products, shall constitute the entire agreement between you and us concerning the Products. Except as otherwise stated in Section 6(b), if any provision of this TOS is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this TOS, which shall remain in full force and effect.

g. No Waiver.

No waiver of any term of this TOS shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this TOS shall not constitute a waiver of such right or provision.

h. Contact. 

If you have any questions about this TOS, please email us at legal@onewillow.com or write to us at Willow Innovations, Inc. 1975 W. El Camino Real, Suite 306, Mountain View, CA 94040.